Current Report Filing (8-k)
January 05 2018 - 5:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section
13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): December 31, 2017
SEVEN STARS CLOUD GROUP,
INC.
(Exact name of registrant
as specified in its charter)
Nevada
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001-35561
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20-1778374
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification
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incorporation)
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No.)
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No. 4 Drive-in Movie
Theater Park, No. 21 Liangmaqiao Road,
Chaoyang District, Beijing, China 100125
(Address of principal
executive offices) (Zip Code)
Registrant’s
telephone number, including area code: 212-206-1216
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (
§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement
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On January 30, 2017, Seven Stars Cloud Group, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with BT Capital Global Limited, a Hong Kong
company (“BT”) an affiliate of the Company’s chairman Bruno Wu (as previously disclosed in our Current Report
on Form 8-K filed on February 1, 2017), pursuant to which the Company agreed to purchase and BT agreed to sell all of the outstanding
capital stock (the “SVG Common Shares”) of Sun Video Group Hong Kong Limited, a Hong Kong corporation (“SVG”)
for an aggregate purchase price of (i) $800,000; and (ii) a Promissory Note (the “Note”) with the principal and interest
thereon convertible into shares of the Company’s Common Stock, par value $0.001 per share (the “SSC Common Shares”)
at a conversion rate of $1.50 per Company Common Share in exchange for a guarantee that SVG will achieve certain financial goals
within 12 months of the closing (the “Transaction”). Immediately upon the completion of the Company obtaining shareholder
approval, the filing of an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 (the “Information
Statement”) and mailing the definitive Information Statement to the Company’s stockholders, the Note will automatically
convert into unregistered shares of the Company’s common stock.
Effective on December 31, 2017, the Company and BT entered into
Amendment No. 1 to the Note (the “Amendment”) pursuant to which the maturity date of the Note, which was December 31,
2017, is now extended to December 31, 2018. All other terms and conditions of the Transaction remain the same.
The foregoing description of Amendment is not purported to
be complete and is qualified in its entirety by reference to the complete text of the Amendment which we will file as an exhibit
to our next Annual Report on Form 10-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SEVEN STARS CLOUD GROUP, INC.
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Date: January 5, 2017
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By:
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/s/ Bruno Wu
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Bruno Wu
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Chief Executive Officer
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Seven Stars Cloud Group, Inc. (NASDAQ:SSC)
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